American Home Shield 2009 Annual Report Download - page 186

6. Independent Contractor Status. The parties acknowledge and agree that Manager shall perform the Consulting
Services and the Transaction Services as an independent contractor, retaining control over and responsibility for its own operations
and personnel and those of its controlled Affiliates (other than the Company and its subsidiaries). The Company further
acknowledges and agrees that Manager may, in its sole discretion, remove or substitute any of the members of, or add members to,
the team of professional employees of Manager and its Affiliates (other than the Company and its subsidiaries) that will be providing
services pursuant to this Agreement, and that any such removal, substitution or addition shall not in any way modify or affect any of
the obligations of the Company hereunder, including, without limitation, its obligation to pay the any fee or reimburse any Expenses.
None of Manager and its Affiliates (other than the Company and its subsidiaries) and its and their respective employees and agents
shall, solely by virtue of this Agreement or the arrangements hereunder, be considered employees or agents of any member of the
Company Group or any of their respective Affiliates, nor shall any of them have authority hereunder to contract in the name of or
bind any member of the Company Group or any of their respective Affiliates, except (i) to the extent that any professional employee
of Manager or any of its Affiliates may be serving as a director or an officer of any member of the Company Group or (ii) as
expressly agreed to in writing by such member of the Company Group. Any duties of Manager arising out of its engagement to
perform services hereunder shall be owed solely to the members of the Company Group.
7. Limitation on Liability. Except in cases of gross negligence or willful misconduct, Manager, its Affiliates and any
of its and their respective employees, officers, directors, partners, consultants, members, stockholders or Affiliates shall have no
liability of any kind whatsoever to any member of the Company Group for any damages, losses or expenses (including, without
limitation, special, punitive, incidental or consequential damages and interest, penalties and fees and disbursements of attorneys,
accountants, investment bankers and other professional advisors) with respect to the provision of the Consulting Services and the
Transaction Services.
8. Entire Agreement; No Representations or Warranties. This Agreement, the Stockholders Agreement and the
Amended and Restated Indemnification Agreement (a) contain the complete and entire understanding and agreement between
Manager and the Company with respect to the subject matter hereof and (b) supersede all prior and contemporaneous understandings,
conditions and agreements, whether written or oral, express or implied, in respect of the subject matter hereof. The Company
acknowledges and agrees that Manager makes no representations or warranties in connection with this Agreement or its provision of
the Consulting Services and the Transaction Services. The Company agrees that any acknowledgment or agreement made by the
Company in this Agreement is made on behalf of the Company and the other members of the Company Group.
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